MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of September 30, 2023 and December 31, 2022. (Amounts in thousands) Maturity Interest Rate at September 30, 2023 September 30, 2023 December 31, 2022 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 7.33% $ 27,068 $ 27,482 Greenbrook Commons (1) 11/15/2024 7.33% 25,194 25,581 Gun Hill Commons (1) 12/1/2024 7.33% 23,819 24,188 Plaza at Cherry Hill (2) 6/15/2025 —% — 29,000 Plaza at Woodbridge (3) 6/8/2027 5.26% 52,614 52,947 Total variable rate debt 128,695 159,198 Fixed rate Hudson Mall 12/1/2023 5.07% 20,797 21,380 Yonkers Gateway Center 4/6/2024 4.16% 23,617 24,996 Brick Commons 12/10/2024 3.87% 47,924 48,636 West End Commons 12/10/2025 3.99% 24,314 24,658 Town Brook Commons 12/1/2026 3.78% 30,380 30,825 Rockaway River Commons 12/1/2026 3.78% 26,897 27,291 Hanover Commons 12/10/2026 4.03% 61,613 62,453 Tonnelle Commons 4/1/2027 4.18% 97,561 98,870 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 22,137 22,489 Totowa Commons 12/1/2027 4.33% 50,800 50,800 Woodbridge Commons 12/1/2027 4.36% 22,100 22,100 Brunswick Commons 12/6/2027 4.38% 63,000 63,000 Rutherford Commons 1/6/2028 4.49% 23,000 23,000 Kingswood Center (5) 2/6/2028 5.07% 69,274 69,935 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 36,896 37,400 East Hanover Warehouses (8) 12/1/2028 4.09% 40,174 40,700 Union (Vauxhall) 12/10/2028 4.01% 45,403 45,600 The Shops at Riverwood 6/24/2029 4.25% 21,410 21,466 Shops at Bruckner (6) 7/1/2029 6.00% 37,892 9,020 Freeport Commons 12/10/2029 4.07% 43,100 43,100 Bergen Town Center 4/10/2030 6.30% 290,000 300,000 The Outlets at Montehiedra 6/1/2030 5.00% 76,087 77,531 Montclair (4) 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 39,783 40,300 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Newington Commons 7/1/2033 6.00% 15,968 — Las Catalinas Mall (7) 8/1/2033 6.60% 82,000 119,633 Mount Kisco Commons 11/15/2034 6.40% 11,268 11,760 Total fixed rate debt 1,526,745 1,540,293 Total mortgages payable 1,655,440 1,699,491 Unamortized debt issuance costs (12,107) (7,801) Total mortgages payable, net $ 1,643,333 $ 1,691,690 (1) Bears interest at one month SOFR plus 200 bps. (2) The Company paid off the loan prior to maturity on June 23, 2023. (3) Bears interest at one month SOFR plus 226 bps. The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3%. (4) Bears interest at SOFR plus 257 bps. The fixed and variable components of the debt are hedged with an interest rate swap agreement, fixing the rate at 3.15%, which expires at the maturity of the loan. (5) In April 2023, the Company notified the servicer that the cash flows generated by the property are insufficient to cover the debt service and that it is unwilling to fund future shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company’s request. (6) On June 23, 2023, the Company refinanced the mortgage on our Shops at Bruckner property with a new 6-year, $38 million loan. (7) On August 30, 2023, the Company refinanced the mortgage on our Las Catalinas Mall property with a new 10-year, $82 million loan. (8) On October 20, 2023, the Company completed the sale of East Hanover Warehouses for $217.5 million and used the proceeds to pay off the loan secured by the property at closing. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.4 billion as of September 30, 2023. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of September 30, 2023, we were in compliance with all debt covenants with the exception of those related to our mortgage on Kingswood Center which has been in default since May 2023. Additional information regarding the status of this loan can be found on the following page. As of September 30, 2023, the principal repayments of the Company’s total outstanding debt for the remainder of 2023 and the five succeeding years, and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2023 (1) $ 25,446 2024 161,885 2025 40,282 2026 128,374 2027 319,473 2028 275,632 Thereafter 704,348 (1) Remainder of 2023. Revolving Credit Agreement On January 15, 2015, we entered into a $500 million Revolving Credit Agreement (the “Agreement”) with certain financial institutions. On March 7, 2017, we amended and extended the Agreement. The amendment increased the credit facility size by $100 million to $600 million and extended the maturity date to March 7, 2021, with two six-month extension options. On July 29, 2019, we entered into a second amendment to the Agreement to extend the maturity date to January 29, 2024, with two six-month extension options. On June 3, 2020, we entered into a third amendment to the Agreement which, among other things, modified certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. On August 9, 2022, we amended and restated the Agreement, in order to, among other things, increase the credit facility size by $200 million to $800 million and extend the maturity date to February 9, 2027, with two six-month extension options. Borrowings under the amended and restated Agreement are subject to interest at SOFR plus 1.05% to 1.50% and an annual facility fee of 15 to 30 basis points. Both the spread over SOFR and the facility fee are based on our current leverage ratio and are subject to change. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x. On April 5, 2023, the Company obtained two letters of credit issued under the Agreement, aggregating $14.5 million. On June 22, 2023, the Company obtained an additional letter of credit for $9.8 million. The letters of credit that were issued were provided to mortgage lenders to secure the Company’s obligations in relation to certain reserves and capital requirements per the loan agreements and have reduced the available balance of the facility to approximately $775.7 million. No amounts were drawn or outstanding under the Agreement as of September 30, 2023 or December 31, 2022, and no separate liability has been recorded in connection with the undrawn letters of credit. Financing costs associated with executing the Agreement of $5.5 million and $6.7 million as of September 30, 2023 and December 31, 2022, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net. On October 6, 2023, the Company obtained a letter of credit under the Agreement for $2 million and provided it to a mortgage lender to secure its obligations for certain capital requirements. On October 23, 2023, the Company used its line of credit to partially finance the acquisition of two properties, Shoppers World and Gateway Center, located in the greater Boston area. As of the date of this filing, the Company has approximately $194 million drawn under the Agreement in conjunction with these acquisitions. These transactions have further reduced the available balance of the facility to approximately $579.7 million. Mortgage on Las Catalinas Mall In April 2020, we notified the servicer of the $129 million non-recourse mortgage loan on Las Catalinas Mall in Puerto Rico that cash flow would be insufficient to service the debt and that we were unwilling to fund the shortfalls. In December 2020, the non-recourse mortgage loan on Las Catalinas Mall was modified to convert the mortgage from an amortizing 4.43% loan to interest-only payments, starting at 3.00% in 2021 and increasing 50 basis points annually until returning to 4.43% in 2024 and thereafter. The terms of the modification enable the Company, at its option, to repay the loan at a discounted value of $72.5 million, beginning in August 2023 through the extended maturity date of February 2026. On August 30, 2023, the Company refinanced the mortgage secured by its property, Las Catalinas Mall, with a new 10-year, $82 million loan bearing interest at a fixed rate of 6.6%. The proceeds from the new loan were used to pay off the Company’s previous mortgage on the property. As a result of exercising the discounted payoff option, the Company recognized a gain on extinguishment of debt of $43 million for the three months ended September 30, 2023. In connection with the refinancing, the Company incurred $0.9 million of financing costs which are amortized over the term of the loan and are included in the mortgages payable line item on the consolidated balance sheets as of September 30, 2023. Mortgage on Shops at Bruckner On June 23, 2023, the Company refinanced the mortgage secured by its property, the Shops at Bruckner, with a new 6-year, $38 million loan bearing interest at a fixed rate of 6.0%. The proceeds from the new loan were used to pay off the Company’s previous mortgage on the property which had an outstanding balance of approximately $8.7 million. In connection with the refinancing, the Company obtained a letter of credit issued under our Revolving Credit Agreement for $9.8 million to serve as collateral to secure the Company’s obligation to the lenders in relation to certain reserves and capital expenditures required per the loan agreement. We have not recorded any liabilities associated with the letter of credit. Mortgage on Plaza at Cherry Hill On June 23, 2023, the Company paid off the outstanding principal balance of the mortgage loan secured by its property, the Plaza at Cherry Hill, using proceeds from the refinancing of the Shops at Bruckner mortgage. Prior to the payoff, the $29 million loan had an interest rate of 8.75% and a maturity date of June 15, 2025. Mortgage on Newington Commons On June 7, 2023, the Company obtained a 10-year, $16 million non-recourse mortgage secured by its property Newington Commons, located in Newington, CT. The loan bears interest at a fixed rate of 6.0%. Mortgage on Kingswood Center In March 2023, a tenant representing 50,000 sf informed us that they intend to vacate early next year, and a tenant representing 17,000 sf terminated their lease effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected 2023 cash flows generated by the property will be insufficient to cover debt service and that we were unwilling to fund the shortfalls. In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, we began to accrue default interest at a rate of 5% on the outstanding principal balance. In August 2023, the property was transferred to receivership and the Company's management agreement was terminated. As of September 30, 2023, the loan is in the foreclosure process and the Company has accrued default interest of $1.6 million which is included in the accounts payable, accrued expenses and other liabilities line item of the consolidated balance sheets. Mortgage on Bergen Town Center On April 6, 2023, the Company refinanced the mortgage loan secured by Bergen Town Center with a 7-year, $290 million loan at a fixed interest rate of 6.3%. The proceeds from the loan were used to pay down the Company’s previous mortgage on the property, which had an outstanding balance of $300 million, with the remainder paid using cash on hand. In connection with the refinancing, the Company obtained two letters of credit issued under our Revolving Credit Agreement aggregating $14.5 million to serve as collateral to secure the Company’s obligation to the lenders in relation to certain leasing and capital expenditure reserves required per the loan agreement. We have not recorded any liabilities associated with these letters of credit. Mortgage on The Outlets at Montehiedra In connection with the refinancing of the loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company provided a $12.5 million limited corporate guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately three years. As of September 30, 2023, the remaining exposure under the guarantee is $6.6 million. There was no separate liability recorded related to this guarantee. Mortgage on East Hanover Warehouses On October 20, 2023, the Company completed the sale of the East Hanover Warehouse portfolio for a sales price of $217.5 million. The proceeds from the sale were used to pay off the $40 million balance of the loan secured by the property. The East Hanover Warehouses are comprised of seven buildings, totaling 1.2 million sf. |